Exhibit 10.1
EMPLOYMENT AGREEMENT
PARTIES: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Employee
Transbotics Corporation, Company
EFFECTIVE DATE: July 24, 2007
TITLE AND DUTIES: Chief Executive Officer. Employee shall report to the Board of
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Directors. Employee shall devote his full time and best efforts to his duties.
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COMPENSATON:
Cash: $208,000 annually, $148,000 of which shall be payable in equal
bi-monthly installments; the balance ($60,000 annually, earned on a bi-monthly
basis during the term of employment) deferred, payable only upon the expiration
or termination of employment for any reason. Accumulated deferred compensation
shall be payable in bi-monthly installments of $2,500 beginning with the first
pay period following the effective date of the end of Employee's employment
until all accrued deferred compensation has been paid. All compensation shall be
subject to withholding of applicable taxes, contributions and premiums. Cash
compensation shall be earned as of April 9, 2007, the effective date of
Employee's employment.
Stock: 250,000 shares of Section 144 restricted stock. Stock will issue
and vest while employed at the rate of 20% annually over five years, with the
vesting period beginning July 24, 2007 and ending on July 24, 2012. If Employee
identifies and the Board of Directors approves and engages his replacement prior
to the effective date of termination of his employment all remaining shares will
be 100% earned and vested upon termination of employment and will be issued at
the same rate and upon the same schedule as before the effective date of
termination, 20% (50,000 shares) per year.
BENEFITS: Same benefits, including medical and hospitalization insurance,
holidays and automobile, as other executive officers. Employee shall be entitled
to take all previously planned vacation up to three paid weeks plus normal
vacation of four weeks for the remainder of the Company's 2007 fiscal year and
thereafter shall be entitled to four weeks paid vacation per year or such higher
amount as any other executive officer of the Company may be entitled to in such
year. If Employee attains the age of 65 while employed, Company will also
procure or reimburse Employee the reasonable cost of "Medigap" insurance.
WORK MADE FOR HIRE: Employee acknowledges that in the discharge of his duties he
will manage and supervise the work of engineers who will develop new products
and concepts for the Company primarily in the field of automation. Employee
therefore agrees that all intellectual property in all inventions, developments,
discoveries, copyrightable material, trademarks and trade names developed by
Employee in the field of automation during the term of his employment (whether
before or after the execution of this Agreement) and all such intellectual
property in any other field conceived or developed using Company resources or
during Company business hours by Employee (whether before or after the execution
of this Agreement) shall be considered "works made for hire" by Employee, and
all right, title and interest in such inventions shall belong to Company.
Employee agrees to and hereby does irrevocably assign to the Company, its
successors and assigns, all rights, title and interest in and to such
intellectual property to the extent ownership does not automatically vest in
Company by operation of law. At any time requested by Company, Employee shall
execute and deliver all such assignments and other instruments of conveyance or
otherwise as Company may deem necessary or appropriate to effectuate, record or
perfect Company's right, title and interest in such intellectual property. This
assignment does not include Employee's ordinary experience gained while employed
by Company. This assignment is in addition to and not in derogation to any other
rights Company may have under statute or the common law, including Company's
shop right.
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RESTRICTIVE COVENANTS:
Confidential Information. Employee acknowledges that the Company
possesses and he will have access to and use on a regular basis information
constituting trade secrets under applicable law. As to any such trade secrets,
Employee covenants and agrees (all of which covenants and agreements shall
survive the expiration or termination of this Agreement) that during the term of
this Agreement and for three (3) years after its expiration or termination,
Employee shall keep confidential and shall not use or disclose (except as
necessary to discharge his duties hereunder) any such trade secrets. Without
limiting the foregoing, trade secrets shall include any non-public information
concerning the Company's products, software, designs, customers, prospective
customers, research and development, business methods, financial results,
employees, and business strategies and plans, all of which are acknowledged to
give the Company a commercial advantage in part because they are not publicly
known or readily available to others.
No Disparagement. Employee agrees that during the term of this
Agreement and for one year after its expiration or termination for any reason,
he will not take any action or make any statement, the natural consequence of
which would be to discredit the reputation of the Company, its employees,
products or services. If the Employee is terminated, the Company agrees that it
will, in the case of inquiries, only provide dates of employment and position
(s) held while working for the Company.
Non-Compete. During the term of his Agreement and for a period of one
year after its expiration or termination for any reason, Employee shall not be
employed by, render services to, own, advise or assist (whether as an employee,
officer, director, agent, consultant or independent contractor) any business
activity or entity located in the Restricted Territory, which competes with the
Company.
For purposes of this Agreement, a business shall be deemed to compete
with the Company if the business activity which the Employee primarily assists
is to provide (i) engineering or manufacturing services, including consulting
services, or (ii) electronic guidance, navigation or control equipment or
software, in either event related to or consisting of the design, manufacture,
installation or use of automated guided vehicles for ultimate use in North
America. The phrase "Restricted Territory" shall mean the largest territory,
which may be judicially enforced of the following:(a) the world;(b) North
America;(c) the United States of America; and(c) the State of North Carolina.
Non-Solicitation. For as long as this Agreement is in effect and for a
period of one year after its expiration or termination, Employee shall not
solicit, induce, aid, or suggest or counsel any employees, consultants to other
persons having substantial contractual relationship with the Company to leave
such employment, cease counseling or terminate such contractual relationships
with the Company.
TERMINATION:
Death or Disability. This Agreement shall automatically terminate in
the event of Employee's death. The Company shall have the right to terminate
this Agreement if Employee becomes permanently and totally disabled or if
Employee becomes partially disabled for a period exceeding twenty-four (24)
consecutive months. Disability shall be as defined by the Company's disability
insurance carrier, if any, or by the Company's applicable policies.
Change of Control. Employee may terminate this Agreement by giving
thirty (30) days written notice to the Company at any time within six months
after any of the following events:(i) the Company sells all or substantially all
of its assets to a single purchaser or group of associated purchasers in a
single transaction or series of related transactions; (ii) at least fifty (50%)
of the outstanding voting shares of the Company are sold, exchanged or otherwise
disposed of in a single transaction or a series of related transactions; (iii)
the Company terminates its business or liquidates its assets; or (iv) there is a
merger or consolidation of the Company in a single transaction or series of
related transactions pursuant to which the Company's shareholders receive less
than fifty percent (50%) of the outstanding voting shares in the surviving
corporation.
Severance. If a change of control event described above occurs and
Employee elects to terminate this Agreement, the Company shall pay severance
equal to twelve (12) months base salary plus Medigap benefits (if otherwise
required herein) in accordance with current labor laws. Severance pay shall be
paid out in equal monthly payments for twelve (12) months.
Early Termination. Company may at any time terminate Employee's
employment for cause by action of the Board of Directors. Termination shall not
affect any compensation earned prior to the effective date of termination.
Employee may terminate his employment and this Agreement at any time.
ARBITRATION: Any claim or controversy arising out of or related to this
Agreement, or its breach (except an action seeking a restraining order or
injunction for breach of any of the Restrictive Covenants), shall be finally
settled by binding arbitration in the City of Charlotte, North Carolina, in
accordance with the then governing rules of the American Arbitration
Association, Judgment upon the award rendered may be entered and enforced in any
court of competent jurisdiction. This Agreement shall be interpreted and
construed according to the laws of the State of North Carolina. If the
Arbitration panel rules in favor of the Employee, all costs for the arbitration
shall be borne by the Company. If the Arbitration panel rules in favor of the
Company, the costs for the arbitration shall be shared between the two parties
on a 50/50 basis. Each side shall, in any event, bear the cost of its own legal
counsel.
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ENTIRE AGREEMENT: This is the entire Agreement between the parties. It may only
be amended or supplemented in writing.
TRANSBOTICS CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇
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Title: Secretary
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Date: September 11, 2007 Date: September 11, 20007
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